Common use of Limitation on Restrictions on Subsidiary Distributions, etc Clause in Contracts

Limitation on Restrictions on Subsidiary Distributions, etc. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of Borrower or any of its Restricted Subsidiaries (or, in the case of clause (a) only, any Restricted Subsidiary) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, Borrower or any other Restricted Subsidiary, (b) make Investments in Borrower or any Restricted Subsidiary or (c) transfer any of its assets to Borrower or any Restricted Subsidiary, in each case, except for such encumbrances or restrictions existing under or by reason of (A) any restrictions existing under the Loan Documents, (B) any restrictions under Indebtedness permitted under Sections 6.2(i), 6.2(k), 6.2(l) and 6.2(n), (C) any restrictions under Acquired Indebtedness permitted under Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced), (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (E) customary non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into in the ordinary course of business (including, without limitation, those described on Schedule 4.24(h) in respect of Digital Cinema Equipment), (F) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (G) exceptions set forth in the “Pledged Stock” definition contained in the Guaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (H) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents.

Limitation on Restrictions on Subsidiary Distributions, etc. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of Borrower or any of its Restricted Subsidiaries (or, in the case of clause (a) only, any Restricted Subsidiary) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, Borrower or any other Restricted Subsidiary, (b) make Investments in Borrower or any Restricted Subsidiary or (c) transfer any of its assets to Borrower or any Restricted Subsidiary, in each case, except for such encumbrances or restrictions existing under or by reason of (A) any restrictions existing under the Loan Documents, (B) any restrictions under Indebtedness permitted under Sections 6.2(i), 6.2(k), 6.2(l), 6.2(n) and 6.2(n6.2(o), (C) any restrictions under Acquired Indebtedness permitted under Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced), (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (E) customary non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into in the ordinary course of business (including, without limitation, those described on Schedule 4.24(h) in respect of Digital Cinema Equipment), (F) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (G) exceptions set forth in the “Pledged Stock” definition contained in the Guaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (H) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents.

Limitation on Restrictions on Subsidiary Distributions, etc. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of Borrower or any of its Restricted Subsidiaries (or, in the case of clause (a) only, any Restricted Subsidiary) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, Borrower or any other Restricted Subsidiary, (b) make Investments in Borrower or any Restricted Subsidiary or (c) transfer any of its assets to Borrower or any Restricted Subsidiary, in each case, except for such encumbrances or restrictions existing under or by reason of (A) any restrictions existing under the Loan Documents, (B) any restrictions under Indebtedness permitted under Sections 6.2(i), 6.2(k), 6.2(l) and 6.2(n6.2(l), (C) any restrictions under Acquired Indebtedness permitted under Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced), (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (E) customary non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into in the ordinary course of business (including, without limitation, those described on Schedule 4.24(h) in respect of Digital Cinema Equipment)business, (F) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (G) exceptions set forth in the “"Pledged Stock” " definition contained in the Guaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (H) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents.

Limitation on Restrictions on Subsidiary Distributions, etc. Enter Each of WTI, LP and the Borrower shall not, and shall not permit any of the Borrower's Subsidiaries (including any Securitization Subsidiary) to, directly or indirectly, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of the Borrower or any of its Restricted Subsidiaries Subsidiaries, including any Securitization Subsidiary (or, in the case of clause (a) only, any Restricted SubsidiarySubsidiary of the Borrower) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Restricted Subsidiary, (b) make Investments in the Borrower or any Restricted other Subsidiary or (c) transfer any of its assets to the Borrower or any Restricted other Subsidiary, in each case, except for such encumbrances or restrictions existing under or by reason of (Ai) any restrictions existing under the Loan Documents, (Bii) any restrictions under Indebtedness the Senior Note Indenture (or the agreements governing any permitted under Sections 6.2(i), 6.2(k), 6.2(lrefinancing thereof) and 6.2(n), (C) or any restrictions under Acquired agreements governing Indebtedness permitted under Section 6.2(d)(ii7.2(g) solely to the extent such agreements contain such encumbrances or refinancings thereof pursuant restrictions substantially equivalent to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained the corresponding provisions in the Acquired Indebtedness so refinanced)Senior Note Indenture, (Diii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, Subsidiary and (E) customary non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into in the ordinary course of business (including, without limitation, those described on Schedule 4.24(h) in respect of Digital Cinema Equipment), (Fiv) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (G) exceptions set forth in the “Pledged Stock” definition contained in the Guaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (H) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documentsa Securitization Subsidiary which arise upon a default or event of default under Indebtedness of such Securitization Subsidiary.

Limitation on Restrictions on Subsidiary Distributions, etc. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of Borrower Holdings or any of its Restricted Subsidiaries (or, in the case of clause (a) only, any Restricted SubsidiarySubsidiary of either of the Borrowers) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, Borrower Holdings or any other Restricted Subsidiary, (b) make Investments in Borrower Holdings or any other Restricted Subsidiary or (c) transfer any of its assets to Borrower Holdings or any other Restricted Subsidiary, in each case, except for such encumbrances or restrictions existing under or by reason of (A) any restrictions existing under the Loan Documents, (B) any restrictions under Indebtedness permitted under Sections 6.2(i7.2(f), 6.2(k7.2(k), 6.2(l7.2(n) and 6.2(n7.2(o), in each case, to the extent no more restrictive than those under the Senior Subordinated Note Indenture as in effect on the Original Closing Date, (C) any restrictions under Acquired Indebtedness permitted under Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced7.2(d)(ii), (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (E) customary non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into in the ordinary course of business (including, without limitation, those described on Schedule 4.24(h) in respect of Digital Cinema Equipment)business, (F) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), ) and (G) exceptions set forth in the “"Pledged Stock” " definition contained in the Guaranty Guarantee and Collateral Agreement and exceptions relating to the Capital Stock stock of Persons that are not Restricted SubsidiariesFandango, and (H) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents.Inc.

Limitation on Restrictions on Subsidiary Distributions, etc. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of Borrower or any of its Restricted Subsidiaries (or, in the case of clause (a) only, any Restricted Subsidiary) to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, Borrower or any other Restricted Subsidiary, (b) make Investments in Borrower or any Restricted Subsidiary or (c) transfer any of its assets to Borrower or any Restricted Subsidiary, in each case, except for such encumbrances or restrictions existing under or by reason of (A) any restrictions existing under the Loan Documents, (B) any restrictions under Indebtedness permitted under Sections 6.2(i), 6.2(k), 6.2(l) and 6.2(n6.2(l), (C) any restrictions under Acquired Indebtedness permitted under Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced), (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary, (E) customary non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses, joint venture agreements and other contracts entered into in the ordinary course of business (including, without limitation, those described on Schedule 4.24(h) in respect of Digital Cinema Equipment)business, (F) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (G) exceptions set forth in the “Pledged Stock” definition contained in the Guaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (H) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents.